This article reflects the challenges of working with development projects within organizations in times of transition. Drawing from the experiences of a collaboration between three county hospitals over a period of two years in a project regarding learning environment it discusses what it takes to stay focused in times of staff reductions, organizational change and limited resources. It suggests that especially during such times it is important to work with the opportunities and restraints of learning and to develop different innovation and learning strategies. The creation of a sound clinical learning environment in hospital wards is vital in the effort to increase the quality of clinical learning, and to meet the challenges of the structural changes which seem inevitable within the health care system.